8-K
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0001533040
0001533040
2024-07-03
2024-07-03
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 3, 2024
PHIO
PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36304 |
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45-3215903 |
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(State or other jurisdiction of incorporation)
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|
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
11 Apex Drive, Suite 300A, PMB 2006
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| Marlborough, Massachusetts |
01752 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (508) 767-3861
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
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Trading
Symbol(s): |
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Name
of each exchange on which registered: |
| Common
Stock, par value $0.0001 per share |
|
PHIO |
|
The Nasdaq Capital
Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on May 16, 2024, Phio Pharmaceuticals Corp.,
a Delaware corporation (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with Triton
Funds LP (“Triton”), pursuant to which the Company agreed to sell, and Triton agreed to purchase, upon the Company’s
request in one or more transactions, up to 95,833 shares of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), providing aggregate gross proceeds to the Company of up to $621,000. Pursuant to the terms of the Purchase Agreement, Triton
agreed to purchase the shares of Common Stock under the Purchase Agreement at a purchase price of $6.48 per share (as adjusted to account
for the Company's 1-for-9 reverse stock split which became effective on July 5, 2024), but had the right, upon delivery of notice to the
Company, to reduce the number of shares of Common Stock to be purchased under the Purchase Agreement if the trading price of the Common
Stock, as reflected on Nasdaq.com, fell below $6.48 per share at any time after the date of the Purchase Agreement and prior to the closing
of any sale of Common Stock to Triton. On July 3, 2024, the closing price of the Company's Common Stock was $5.23 per share.
On July 3, 2024, the Company provided written notice (the “Termination
Notice”) to Triton of its election to terminate the Purchase Agreement pursuant to Section 10.5 of the Purchase Agreement, effective
immediately. The Company provided the Termination Notice to Triton after the Company's Board of Directors determined that it was advisable
and in the best interests of the Company and its stockholders to terminate the Purchase Agreement and pursue alternative financing.
No shares of Common Stock were sold by the Company or purchased by
Triton pursuant to the Purchase Agreement prior to the delivery of the Termination Notice.
The foregoing description of
the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, a copy of which was filed as an exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 17, 2024 and is incorporated by reference herein.
Item 8.01 Other Events.
On July 5, 2024, the Company issued a press release relating to the
matters described in Item 1.02 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PHIO PHARMACEUTICALS CORP. |
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| Date: July 5, 2024 |
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By: |
/s/
Robert Bitterman |
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Name: Robert Bitterman
Title: President & Chief Executive Officer |
